Unifi, Inc.
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 25, 2007
UNIFI, INC.
(Exact name of registrant as specified in its charter)
         
New York   1-10542   11-2165495
(State of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
7201 West Friendly Avenue
Greensboro, North Carolina 27410

(Address of principal executive offices, including zip code)
(336) 294-4410
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
ITEM 7.01. REGULATION FD DISCLOSURE
ITEM 8.01. OTHER EVENTS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
Exhibit 99.1
Exhibit 99.2


Table of Contents

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
     On October 25, 2007, Unifi, Inc. (the “Registrant”) issued a press release announcing its operating results for its first fiscal quarter ended September 23, 2007, which press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7.01. REGULATION FD DISCLOSURE.
     On October 25, 2007, the Registrant will host a conference call to discuss financial results for its first fiscal quarter ended September 23, 2007. The slide package prepared for use by executive management for this presentation is attached hereto as Exhibit 99.2. All of the information in the presentation is presented as of October 25, 2007, and the Registrant does not assume any obligation to update such information in the future.
     The information included in the preceding paragraph, as well as the exhibit referenced therein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
ITEM 8.01. OTHER EVENTS.
     On October 25, 2007, the Registrant issued a press release announcing its operating results for its first fiscal quarter ended September 23, 2007, which press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
     
EXHIBIT NO.   DESCRIPTION OF EXHIBIT
99.1
  Press Release dated October 25, 2007 with respect to the Registrant’s financial results for its first fiscal quarter ended September 23, 2007.
 
   
99.2
  Slide Package prepared for use in connection with the Registrant’s first fiscal quarter earnings conference call to be held on October 25, 2007.

 


Table of Contents

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  UNIFI, INC.
 
 
  By:   /s/ Ronald L. Smith  
    Ronald L. Smith   
    Vice President and Chief Financial Officer   
 
Dated: October 25, 2007

 


Table of Contents

INDEX TO EXHIBITS
     
EXHIBIT NO.   DESCRIPTION OF EXHIBIT
99.1
  Press Release dated October 25, 2007 with respect to the Registrant’s financial results for its first fiscal quarter ended September 23, 2007.
 
   
99.2
  Slide Package prepared for use in connection with the Registrant’s first fiscal quarter earnings conference call to be held on October 25, 2007.

 

Exhibit 99.1
 

(Unifi Logo)

For more information, contact:
Ronald L. Smith
Vice President
Chief Financial Officer
(336) 316-5545
rsmith@unifi.com
Unifi Announces First Quarter Results
     GREENSBORO, N.C. – October 25, 2007 – Unifi, Inc. (NYSE:UFI) today released operating results for its first quarter ended September 23, 2007.
     Net income for the current quarter, including discontinued operations, was a net loss of $9.2 million or $0.15 per share versus a net loss of $10.1 million or $0.19 per share for the prior September quarter. Net income for the current quarter was negatively impacted by $2.6 million in restructuring charges and a $4.5 million non-cash impairment charge to adjust the carrying value of the Company’s ownership interest in one of its equity affiliates.
     Net sales from continuing operations for the current September quarter was $170.5 million, inclusive of net sales as a result of the Dillon acquisition in January 2007, compared to net sales of $169.9 million for the prior year September quarter.
     “Unifi began its fiscal 2008 year with a solid quarter operationally, in which we had positive operating results absent certain restructuring and severance related charges, which were included in cost of sales and SG&A expenses,” said Ron Smith, Chief Financial Officer for Unifi. “Quarter over prior year quarter sales and the underlying operating results improved slightly despite the effects of a declining market, further validating our consolidation strategy for the U.S. market. Additionally, the closure of our Kinston facility in October will allow us to reposition Unifi in the partially oriented yarn market, thereby competing more effectively.”
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(Unifi Logo)

Unifi Announces First Quarter Results – page 2
     Total long-term debt at the end of the September quarter was $228.5 million, which is a reduction of $6.1 million over the $234.6 million in debt at the end of the June quarter. Cash-on-hand at the end of the current September quarter decreased to $33.9 million, down from the $40.0 million cash-on-hand at the end of the June quarter, primarily as a result of the working capital build related to the Kinston closure.
     Bill Jasper, President and Chief Executive Officer of Unifi, said, “While we are pleased with the operational results of the quarter, we recognize that there is still work to be done. Our leadership team will concentrate on achieving corporate profitability as soon as possible, maximizing cash generation and developing a vision and executing a plan for growth and the long-term health of the Company. We will also accelerate our efforts to achieve profitability in our joint venture in China and position it for long-term success.”
     Unifi, Inc. (NYSE: UFI) is a diversified producer and processor of multi-filament polyester and nylon textured yarns and related raw materials. The Company adds value to the supply chain and enhances consumer demand for its products through the development and introduction of branded yarns that provide unique performance, comfort and aesthetic advantages. Key Unifi brands include, but are not limited to: aio® — all-in-one performance yarns, Sorbtek®, A.M.Y.®, Mynx® UV, Repreve®, Reflexx®, MicroVista® and Satura®. Unifi’s yarns and brands are readily found in home furnishings, apparel, legwear, and sewing thread, as well as industrial, automotive, military, and medical applications. For more information about Unifi, visit http://www.unifi.com.
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Financial Statements to Follow

 


 

(Unifi Logo)

Unifi Announces First Quarter Results – page 3
UNIFI, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited) (Amounts in Thousands Except Per Share Data)
                 
    For the Quarters Ended  
    September 23, 2007     September 24, 2006  
Net sales
  $ 170,536     $ 169,944  
Cost of sales
    159,543       159,383  
Selling, general & administrative expenses
    14,454       11,289  
Provision for bad debts
    254       1,610  
Interest expense
    6,712       6,065  
Interest income
    (826 )     (444 )
Other (income) expense, net
    (1,006 )     (479 )
Equity in (earnings) losses of unconsolidated affiliates
    (178 )     1,949  
Write down of long-lived assets
    533       1,200  
Write down of investment in unconsolidated affiliate
    4,505        
Restructuring charges
    2,632        
 
           
Loss from continuing operations before income taxes
    (16,087 )     (10,629 )
Benefit from income taxes
    (6,931 )     (549 )
 
           
Loss from continuing operations
    (9,156 )     (10,080 )
Loss from discontinued operations, net of tax
    (32 )     (36 )
 
           
Net loss
  $ (9,188 )   $ (10,116 )
 
           
 
               
Losses per common share (basic and diluted):
               
Net loss — continuing operations
  $ (0.15 )   $ (0.19 )
Net loss — discontinued operations
           
 
           
Net loss — basic and diluted
  $ (0.15 )   $ (0.19 )
 
           
 
               
Weighted average basic and diluted shares outstanding
    60,537       52,198  
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(Unifi Logo)

Unifi Announces First Quarter Results – page 4
UNIFI, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited) (Amounts in Thousands)
                 
    September 23, 2007     June 24, 2007  
Assets
               
Cash and cash equivalents
  $ 33,859     $ 40,031  
Receivables, net
    93,396       93,989  
Inventories
    139,585       132,282  
Deferred income taxes
    13,547       9,923  
Assets held for sale
    5,873       7,880  
Restricted cash
    4,951       4,036  
Other current assets
    12,966       11,973  
 
           
Total current assets
    304,177       300,114  
 
Property, plant and equipment
    201,912       209,955  
Investments in unconsolidated affiliates
    87,879       93,170  
Intangible assets, net
    41,579       42,290  
Other noncurrent assets
    20,148       20,424  
 
           
 
  $ 655,695     $ 665,953  
 
           
 
               
Liabilities and Shareholders’ Equity
               
Accounts payable
  $ 53,835     $ 61,620  
Accrued expenses
    40,257       28,278  
Income taxes payable
    117       247  
Current maturities of long-term debt and other current liabilities
    12,420       11,198  
 
           
Total current liabilities
    106,629       101,343  
 
Long-term debt and other liabilities
    230,041       236,149  
Deferred income taxes
    19,781       23,507  
Shareholders’ equity
    299,244       304,954  
 
           
 
  $ 655,695     $ 665,953  
 
           
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(Unifi Logo)

Unifi Announces First Quarter Results – page 5
UNIFI, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) (Amounts in Thousands)
                 
    For the Quarters Ended  
    September 23, 2007     September 24, 2006  
Cash and cash equivalents at beginning of period
  $ 40,031     $ 35,317  
Operating activities:
               
Net loss
    (9,188 )     (10,116 )
Adjustments to reconcile net loss to net cash used in continuing operating activities:
               
Loss from discontinued operations
    32       36  
Net (earnings) losses of unconsolidated affiliates, net of distributions
    282       1,949  
Depreciation
    9,599       11,124  
Amortization
    1,162       276  
Stock-based compensation expense
    107       1,040  
Net (gain) loss on asset sales
    (142 )     240  
Non-cash write down of long-lived assets
    533       1,200  
Non-cash write down of investment in unconsolidated affiliate
    4,505        
Non-cash portion of restructuring charges
    2,632        
Deferred income tax
    (7,524 )     (2,013 )
Provision for bad debts
    254       1,610  
Other
    (473 )     (233 )
Change in assets and liabilities, excluding effects of acquisitions and foreign currency adjustments
    (2,986 )     (9,465 )
 
           
Net cash used in continuing operating activities
    (1,207 )     (4,352 )
 
           
 
               
Investing activities:
               
Capital expenditures
    (1,064 )     (1,480 )
Change in restricted cash
    (915 )      
Proceeds from sale of capital assets
    2,216       3  
Return of capital from equity affiliates
    234       229  
Other
    264       116  
 
           
Net cash provided by (used in) investing activities
    735       (1,132 )
 
           
 
               
Financing activities:
               
Payment of long-term debt
    (6,000 )      
Other
    (515 )     (417 )
 
           
Net cash used in financing activities
    (6,515 )     (417 )
 
           
 
               
Cash flows of discontinued operations:
               
Operating cash flow
    (78 )     63  
 
           
Net cash provided by (used in) discontinued operations
    (78 )     63  
 
           
 
               
Effect of exchange rate changes on cash and cash equivalents
    893       37  
 
           
 
               
Net decrease in cash and cash equivalents
    (6,172 )     (5,801 )
 
           
 
               
Cash and cash equivalents at end of period
  $ 33,859     $ 29,516  
 
           
- continued -

 


 

(Unifi Logo)

Unifi Announces First Quarter Results – page 6
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
Certain statements included herein contain forward-looking statements, within the meaning of federal security laws, about Unifi, Inc.’s (the “Company”) financial condition and results of operations that are based on management’s current expectations, estimates and projections about the markets in which the Company operates, as well as management’s beliefs and assumptions. Words such as “expects,” “anticipates,” “believes,” “estimates,” variations of such words and other similar expressions are intended to identify such forward-looking statements.  These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict.  Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s judgment only as of the date hereof.  The Company undertakes no obligation to update publicly any of these forward-looking statements to reflect new information, future events or otherwise.
Factors that may cause actual outcome and results to differ materially from those expressed in, or implied by, these forward-looking statements include, but are not necessarily limited to, availability, sourcing and pricing of raw materials, pressures on sales prices and volumes due to competition and economic conditions, reliance on and financial viability of significant customers, operating performance of joint ventures, alliances and other equity investments, technological advancements, employee relations, changes in construction spending, capital expenditures and long-term investments (including those related to unforeseen acquisition opportunities), continued availability of financial resources through financing arrangements and operations, outcomes of pending or threatened legal proceedings, negotiation of new or modifications of existing contracts for asset management and for property and equipment construction and acquisition, regulations governing tax laws, other governmental and authoritative bodies’ policies and legislation, and proceeds received from the sale of assets held for disposal.  In addition to these representative factors, forward-looking statements could be impacted by general domestic and international economic and industry conditions in the markets where the Company competes, such as changes in currency exchange rates, interest and inflation rates, recession and other economic and political factors over which the Company has no control.  Other risks and uncertainties may be described from time to time in the Company’s other reports and filings with the Securities and Exchange Commission.
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Exhibit 99.2
 

Unifi, Inc.
First Qtr. Conf. Call
October 25, 2007
Unifi, Inc.
First Quarter Ended
September 23, 2007
Conference Call

 


 

Unifi, Inc.
First Qtr. Conf. Call
October 25, 2007
Cautionary Statement
Certain statements included herein contain forward-looking statements, within the meaning of federal security laws, about Unifi, Inc.’s (the “Company”) financial condition and results of operations that are based on management’s current expectations, estimates and projections about the markets in which the Company operates, as well as management’s beliefs and assumptions. Words such as “expects,” “anticipates,” “believes,” “estimates,” variations of such words and other similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s judgment only as of the date hereof. The Company undertakes no obligation to update publicly any of these forward-looking statements to reflect new information, future events or otherwise.
Factors that may cause actual outcome and results to differ materially from those expressed in, or implied by, these forward-looking statements include, but are not necessarily limited to, availability, sourcing and pricing of raw materials, pressures on sales prices and volumes due to competition and economic conditions, reliance on and financial viability of significant customers, operating performance of joint ventures, alliances and other equity investments, technological advancements, employee relations, changes in construction spending, capital expenditures and long-term investments (including those related to unforeseen acquisition opportunities), continued availability of financial resources through financing arrangements and operations, outcomes of pending or threatened legal proceedings, negotiation of new or modifications of existing contracts for asset management and for property and equipment construction and acquisition, regulations governing tax laws, other governmental and authoritative bodies’ policies and legislation, and proceeds received from the sale of assets held for disposal. In addition to these representative factors, forward-looking statements could be impacted by general domestic and international economic and industry conditions in the markets where the Company competes, such as changes in currency exchange rates, interest and inflation rates, recession and other economic and political factors over which the Company has no control. Other risks and uncertainties may be described from time to time in the Company’s other reports and filings with the Securities and Exchange Commission.

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Unifi, Inc.
First Qtr. Conf. Call
October 25, 2007
Income Statement Highlights
(Amounts in thousands)
                 
    For the Quarters Ended
    September 2007   September 2006
Total sales from continuing operations
  $ 170,536     $ 169,944  
Loss from continuing operations before income taxes
    (16,087 )     (10,629 )
Loss from continuing operations
    (9,156 )     (10,080 )
Selling, general and administrative expense
    14,454       11,289  
Interest expense
    6,712       6,065  
Depreciation expense
    9,599       11,124  
Net loss
    (9,188 )     (10,116 )

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Unifi, Inc.
First Qtr. Conf. Call
October 25, 2007
Balance Sheet Highlights
(Amounts in thousands, except days in receivables/payables)
                                 
    September     June     March     December  
    2007     2007     2007     2006  
Cash
  $ 33,859     $ 40,031     $ 26,780     $ 35,612  
 
                       
 
                               
Short-Term Debt
  $ 10,548     $ 9,345     $ 7,223     $ 6,236  
Long-Term Debt
    228,500       234,609       240,022       199,912  
 
                       
Total Debt
  $ 239,048     $ 243,954     $ 247,245     $ 206,148  
 
                       
 
                               
Equity
  $ 299,244     $ 304,954     $ 373,687     $ 362,006  
 
                               
Net Working Capital (1)
  $ 180,516     $ 166,008     $ 176,926     $ 140,732  
Days in receivable
    47.9       46.2       47.2       40.9  
Days in payables
    26.9       29.6       27.4       30.7  
 
(1)   Includes only Accounts Receivable, Inventories and Accounts Payable; excludes discontinued operations

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Unifi, Inc.
First Qtr. Conf. Call
October 25, 2007
EBITDA Reconciliation
to Pre-Tax Income
(Amounts in thousands)
                 
    For the Quarters Ended  
    September 2007     September 2006  
Pre-tax loss from continuing operations
  $ (16,087 )     (10,629 )
Interest expense, net
    5,886       5,621  
Depreciation and amortization expense
    10,470       11,124  
Equity in (earnings) losses of unconsolidated affiliates
    (178 )     1,949  
Cash distributions from equity affiliates
    694       229  
Non cash compensation, net of distributions
    109       2,128  
Gains/losses on sales of PP&E
    (142 )     240  
Hedging (gains) losses
    (115 )     44  
Write down of long-lived assets
    533       1,200  
Write down of investment in equity affiliate
    4,505        
Restructuring charges
    2,632        
SG&A severance related charges
    2,368        
Deposit write offs
    1,248        
Kinston site severance charges
    822        
 
           
EBITDA
  $ 12,745     $ 11,906  
 
           

September 2007 Depreciation and amortization includes $9,599 of depreciation and $871 in amortization related to the Dillon
  acquisition. All remaining amortization is debt related and is included in Interest expense, net.

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Unifi, Inc.
First Qtr. Conf. Call
October 25, 2007
Non-GAAP
Financial Measures
Non-GAAP Financial Measures
     Included in this presentation are certain non-GAAP financial measures designed to complement the financial information presented in accordance with generally accepted accounting principles in the United States of America because management believes such measures are useful to investors.
     EBITDA
     EBITDA represents pre-tax income before interest expense, depreciation and amortization expense and loss or income from discontinued operations, adjusted to exclude restructuring charges, equity in earnings and losses of unconsolidated affiliates, impairment write-downs, non-cash compensation expense, gains and losses on sales of property, plant and equipment, hedging gains and losses, and deposit write offs, and to include cash distributions from equity affiliates. We present EBITDA as a supplemental measure of our performance and ability to service debt. We also present EBITDA because we believe such measure is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry and in measuring the ability of “high-yield” issuers to meet debt service obligations.
     We believe EBITDA is an appropriate supplemental measure of debt service capacity, because cash expenditures on interest are, by definition, available to pay interest, and tax expense is inversely correlated to interest expense because tax expense goes down as deductible interest expense goes up; depreciation and amortization are non-cash charges. Equity in earnings and losses of unconsolidated affiliates is excluded because such earnings or losses do not have an impact on our ability to service our debt. Similarly, we include actual cash distributions from equity affiliates because such cash is available to service our debt. The other items excluded from EBITDA are excluded in order to better reflect our continuing operations.
     In evaluating EBITDA, you should be aware that in the future we may incur expenses similar to the adjustments in this presentation. Our presentation of EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our liquidity.

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Unifi, Inc.
First Qtr. Conf. Call
October 25, 2007
Non-GAAP
Financial Measures – Continued
Our EBITDA measure has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:
    it does not reflect our cash expenditures, future requirements for capital expenditures or contractual commitments;
 
    it does not reflect changes in, or cash requirements for, our working capital needs;
 
    it does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our debt;
 
    although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and our EBITDA measure does not reflect any cash requirements for such replacements;
 
    it is not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows;
 
    it does not reflect the impact of earnings or charges resulting from matters we consider not be indicative of our ongoing operations;
 
    it does not reflect limitations on or costs related to transferring earnings from our subsidiaries to us; and
 
    other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure.
     Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or as a measure of cash that will be available to us to meet our obligations, including those under the notes. You should compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally.

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Unifi, Inc.
First Qtr. Conf. Call
October 25, 2007
Investor Day Meetings
  Meetings scheduled:
 
    New York, New York — November 12, 2007
 
    Los Angeles, California — November 14, 2007
 
  Meeting locations and times will be announced at a later date
 
  If you are interested in attending either of these meetings, please contact Ms. Rebecca
Landas, Investor Relations Coordinator, at rlandas@unifi.com or at (336) 316-5676

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